1971 Classic Rock Hit, Remade 32 Years Later With a Music Video Starring Halle Berry, Was Originally Written for an Abandoned Rock Opera

“Behind Blue Eyes” has long been known as one of The Who’s signature songs.

Written by Pete Townshend, the song was originally intended to be part of a rock opera. Instead, it appeared on the 1971 album Who’s Next and became a Top 40 Billboard Hot 100 hit, spawning multiple cover versions over the past five decades.

The Who’s haunting rock ballad opened with gentle acoustic guitar and explored themes of deception, betrayal and honesty, with vulnerable lyrics sung by Roger Daltrey. It was once described by Townshend as “the closest to a love song I’ve ever written and managed to get the Who to perform,” according to Rolling Stone.

The legendary guitarist once gave the backstory on “Behind Blue Eyes,” telling Sirius XM, “It’s not about us. It’s not about boys with blue eyes. It’s actually about a character in a story.”

The song was written for Lifehouse, an ultimately abandoned rock opera that Townshend had been working on for 15 years. In the story, the song was written from the perspective of a villainous double agent who comes to realize that his deception and lies have left him isolated.

“So I wrote the song, and it seems to kind of resonate as a song about the way we deceive ourselves, the way we betray ourselves, the way we live lives that can be a lie, the way that it’s the most difficult thing of all is to be honest with ourselves,” Townshend shared. “And that we hide behind the way that we look, whether we look beautiful or whether we look ugly, we hide behind the way we look often. So it was a song that actually came from our film script.”

More than three decades after The Who’s hit, the song found a surprising new audience when Limp Bizkit recorded a darker cover version, accompanied by a music video starring Halle Berry.

The song was featured in Berry’s film Gothika, and the music video cast Berry and Limp Bizkit’s vocalist Fred Durst in roles inspired by the movie’s storyline.

But even an Oscar winner couldn’t save the “Behind Blue Eyes” cover from bad reviews.

The Who’s fans took issue with Limp Bizkit’s take on the classic song, which included use of a Texas Instruments Speak & Spell toy to spell out the letters of the band’s name midway through.

Ultimate Classic Rock ranked Limp Bizkit’s divisive “Behind Blue Eyes” remake among the most “terrible rock covers” of all time, noting that the nu-metal band “greatly altered the Who classic” by adding “a new verse, an extra chorus and even made the peculiar choice to use a Speak & Spell – the robotic children’s toy E.T. used to communicate with his home planet – in the song’s bridge.”

“The results received some moderate radio airplay, but were roundly panned upon release,” the outlet noted.

Townshend seemingly wasn’t a fan of the cover either. He once described Limp Bizkit’s version of “Behind Blue Eyes” as “an embarrassing effort, and one that discredits a fine song,” according to Classic Rock magazine. Townshend added that when he first heard Limp Bizkit’s cover, it reminded him of how he felt when he “clubbed [hippie activist ] Abbie Hoffman” at Woodstock.

Fifty-five years after its release, “Behind Blue Eyes” remains one of the most iconic Who songs of all time, enduring as a classic beloved by generations of fans. Limp Bizkit also continues to perform the cover, recently playing it at The Download Festival in England in June 2026.

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